Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39092 | ||
Entity Registrant Name | SHAPEWAYS HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-2876494 | ||
Entity Address, Address Line One | 12163 Globe St | ||
Entity Address, City or Town | Livonia, | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48150 | ||
City Area Code | 734 | ||
Local Phone Number | 422-6060 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 6,441,427 | ||
Entity Central Index Key | 0001784851 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | Amendment to amend the audit report of WithumSmith+Brown, PC to correct typographical errors relating to the date of the report and the tenure of WithumSmith+Brown, PC as our auditor and to amend the disclosure in Part II, Item 7 (specifically, the section therein titled "Critical Accounting Estimates") and in Note 5, Revenue Recognition, to clarify the Company’s revenue recognition practices for its marketplace sales. | ||
Entity Public Float | $ 48,000,000 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | SHPW | ||
Security Exchange Name | NASDAQ | ||
Common stock warrants | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase Common Stock | ||
Trading Symbol | SHPWW | ||
Security Exchange Name | NASDAQ |
Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Location | East Brunswick, New Jersey |
Auditor Firm ID | 100 |
Cover_2
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 30,630 | $ 79,677 |
Restricted cash | 139 | 142 |
Short-term investments | 9,816 | 0 |
Accounts receivable | 1,606 | 1,372 |
Inventory | 1,307 | 927 |
Prepaid expenses and other current assets | 6,255 | 4,360 |
Total current assets | 49,753 | 86,478 |
Property and equipment, net | 15,627 | 4,388 |
Right-of-use assets, net | 2,365 | 842 |
Goodwill | 6,286 | 1,835 |
Intangible assets, net | 5,398 | 0 |
Security deposits | 99 | 175 |
Total assets | 79,528 | 93,718 |
Current liabilities | ||
Accounts payable | 2,354 | 1,909 |
Accrued expenses and other liabilities | 5,950 | 2,645 |
Operating lease liabilities, current | 719 | 639 |
Deferred revenue | 972 | 921 |
Total current liabilities | 9,995 | 6,114 |
Operating lease liabilities, net of current portion | 1,715 | 326 |
Deferred tax liabilities, net | 27 | 0 |
Warrant liabilities | 0 | 2,274 |
Total liabilities | 11,737 | 8,714 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021, respectively) | 0 | 0 |
Common stock ($0.0001 par value; 120,000,000 shares authorized; 49,445,174 and 48,627,739 shares issued and outstanding as of December 31, 2022 and 2021, respectively) | 5 | 5 |
Additional paid-in capital | 201,362 | 198,179 |
Accumulated deficit | (133,032) | (112,811) |
Accumulated other comprehensive loss | (544) | (369) |
Total stockholders’ equity | 67,791 | 85,004 |
Total liabilities and stockholders’ equity | $ 79,528 | $ 93,718 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 49,445,174 | 48,627,739 |
Common stock, shares outstanding (in shares) | 49,445,174 | 48,627,739 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 33,157 | $ 33,623 | |
Cost of revenue | 18,859 | 17,673 | |
Gross profit | 14,298 | 15,950 | |
Operating expenses | |||
Selling, general and administrative | 27,847 | 17,694 | |
Research and development | 10,409 | 6,281 | |
Total operating expenses | 38,256 | 23,975 | |
Loss from operations | (23,958) | (8,025) | |
Other income (expense) | |||
Long-term debt forgiveness | 0 | 2,000 | |
Interest expense | (7) | (404) | |
Change in fair value of earnout liabilities | 1,824 | 0 | |
Change in fair value of warrant liabilities | 1,584 | 8,106 | |
Interest income | 149 | 1 | |
Other income | 267 | 7 | |
Loss on disposal of assets | (49) | 0 | |
Total other income (expense), net | 3,768 | 9,710 | |
(Loss) income before income tax expense (benefit) | (20,190) | 1,685 | |
Income tax expense (benefit) | 31 | (71) | |
Net (loss) income | (20,221) | 1,756 | |
Deemed dividend - Earnout Shares | 0 | (18,132) | |
Net loss attributable to common stockholders | $ (20,221) | $ (16,376) | |
Net (loss) income per share: | |||
Basic (in dollars per share) | $ (0.38) | $ 0.04 | |
Diluted (in dollars per share) | (0.38) | 0.04 | |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | (0.38) | (0.40) | |
Diluted (in dollars per share) | $ (0.38) | $ (0.40) | |
Weighted average common shares outstanding: | |||
Basic (in dollars per share) | [1] | 52,998,563 | 41,040,637 |
Diluted (in dollars per share) | [1] | 52,998,563 | 41,040,637 |
Other comprehensive (loss) income | |||
Foreign currency translation adjustment | $ (175) | $ (92) | |
Comprehensive loss | $ (20,396) | $ (16,468) | |
[1]Retroactively restated the common shares for 2021 due to the reverse recapitalization as described in Note 12. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series B1 Preferred Stock | Common Stock | Common Stock Series B1 Preferred Stock | Common Stock Series D Preferred Stock | Additional Paid-in Capital | Additional Paid-in Capital Series B1 Preferred Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance (in Shares) at Dec. 31, 2020 | 32,184,263 | ||||||||
Beginning Balance at Dec. 31, 2020 | $ (1,847) | $ 3 | $ 112,994 | $ (114,567) | $ (277) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issance of Legacy Shapeways common stock upon exercise of stock options (in shares) | 1,212,430 | ||||||||
Issuance of Legacy Shapeways common stock upon exercise of stock options | 552 | 552 | |||||||
Issuance of Legacy Shapeways convertible Series preferred stock resulting from exercise of warrants (in shares) | 19,177 | 89,217 | |||||||
Issuance of Legacy Shapeways convertible Series preferred stock resulting from exercise of warrants | $ 60 | $ 60 | |||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes (in shares) | 1,406,741 | ||||||||
Issuance of Legacy Shapeways common stock upon conversion of convertible notes | 5,913 | 5,913 | |||||||
Issuance of Legacy Shapeways common stock upon exercise of warrants (in shares) | 212,234 | ||||||||
Repurchase of Legacy Shapeways common stock (in shares) | (19,226) | ||||||||
Repurchase of Legacy Shapeways common stock | (152) | (152) | |||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs (in shares) | 5,691,648 | ||||||||
Effect of Merger and recapitalization, net of redemptions and issuance costs | 10,036 | $ 1 | 10,035 | ||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs (in shares) | 7,500,000 | ||||||||
Issuance of common stock pursuant to PIPE financing, net of issuance costs | 64,937 | $ 1 | 64,936 | ||||||
Issuance of common stock resulting from exercise of stock options (in shares) | 86,533 | ||||||||
Issuance of common stock resulting from exercise of stock options | 43 | 43 | |||||||
Issuance of common stock for settlement of restricted stock units (in shares) | 410,000 | ||||||||
Issuance of common stock for settlement of restricted stock units | 1,558 | 1,558 | |||||||
Tax payments related to shares withheld for vested restricted stock units (in shares) | (165,278) | ||||||||
Tax payments related to shares withheld for vested restricted stock units | (594) | (594) | |||||||
Stock-based compensation expense | 1,349 | 1,349 | |||||||
Transfer of Private Warrants to Public Warrants | 1,485 | 1,485 | |||||||
Net (loss) income | 1,756 | 1,756 | |||||||
Foreign currency translation adjustment | (92) | (92) | |||||||
Ending Balance at Dec. 31, 2021 | $ 85,004 | $ 5 | 198,179 | (112,811) | (369) | ||||
Ending Balance (in shares) at Dec. 31, 2021 | 48,627,739 | 48,627,739 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock resulting from exercise of stock options (in shares) | 687,624 | ||||||||
Stock issued for stock-based compensation (in shares) | 819,166 | ||||||||
Issuance of common stock for stock-based compensation | $ 339 | 339 | |||||||
Cancellation of restricted stock (in shares) | (1,731) | ||||||||
Stock-based compensation expense | 2,155 | 2,155 | |||||||
Transfer of Private Warrants to Public Warrants | 689 | 689 | |||||||
Net (loss) income | (20,221) | (20,221) | |||||||
Foreign currency translation adjustment | (175) | (175) | |||||||
Ending Balance at Dec. 31, 2022 | $ 67,791 | $ 5 | $ 201,362 | $ (133,032) | $ (544) | ||||
Ending Balance (in shares) at Dec. 31, 2022 | 49,445,174 | 49,445,174 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (20,221) | $ 1,756 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,514 | 593 |
Loss on disposal of property and equipment | 49 | 0 |
Stock-based compensation expense | 2,155 | 2,907 |
Non-cash lease expense | 1,000 | 763 |
Non-cash debt forgiveness | 0 | (2,000) |
Deferred income taxes | 27 | 0 |
Change in fair value of earnout liability | (1,824) | 0 |
Change in fair value of warrant liabilities | (1,584) | (8,106) |
Interest receivable on short-term investments | (105) | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 873 | (1,180) |
Inventory | (192) | (175) |
Prepaid expenses and other assets | (1,686) | (2,355) |
Accounts payable | 1 | 207 |
Accrued expenses and other liabilities | 996 | 223 |
Operating lease liabilities | (1,049) | (854) |
Deferred revenue | (522) | 162 |
Security deposits | (7) | 0 |
Net cash used in operating activities | (20,575) | (8,059) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (10,118) | (3,960) |
Purchase of short-term investments | (9,780) | 0 |
Net cash paid for acquisitions, net of cash acquired | (8,861) | 0 |
Net cash used in investing activities | (28,759) | (3,960) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 339 | 595 |
Proceeds received from exercise of preferred stock warrants | 0 | 60 |
Tax payments related to shares withheld for vested restricted stock units | 0 | (594) |
Effect of Merger, net of transaction costs | 0 | 86,792 |
Repayments of loans payable | 0 | (3,586) |
Net cash provided by financing activities | 339 | 83,267 |
Net change in cash and cash equivalents and restricted cash | (48,995) | 71,248 |
Effect of change in foreign currency exchange rates on cash and cash equivalents and restricted cash | (55) | (138) |
Cash and cash equivalents and restricted cash at beginning of year | 79,819 | 8,709 |
Cash and cash equivalents and restricted cash at end of year | 30,769 | 79,819 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 0 | 85 |
Purchase of property and equipment included in accounts payable | 225 | 0 |
Issuance of Legacy Shapeways common stock upon conversion of convertible notes | 0 | 5,913 |
Repurchase of Legacy Shapeways common stock | $ 0 | $ (152) |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization On September 29, 2021 (the “Closing” or the “Closing Date”), Galileo Acquisition Corp., a Cayman Islands exempted company (“Galileo” and after the Domestication (as defined below) “Shapeways”), a publicly-traded special purpose acquisition company, consummated the transactions described in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated April 28, 2021, by and among Galileo Founders Holdings, L.P. (the “Sponsor”), Galileo Acquisition Corp., Galileo Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Galileo (“Merger Sub”), and Shapeways, Inc., a Delaware corporation (“Legacy Shapeways”), whereby Merger Sub merged with and into Legacy Shapeways, the separate corporate existence of Merger Sub ceasing and Legacy Shapeways being the surviving corporation and a wholly owned subsidiary of Shapeways (the “Merger”). Further, on the Closing Date, Galileo was domesticated and continued as a Delaware corporation (the “Domestication” and, together with the Merger, the “Business Combination”), changing its name to “Shapeways Holdings, Inc.” (the “Company” and/or “Shapeways”). Simultaneously with the execution of the Business Combination, Galileo entered into subscription agreements pursuant to which certain investors agreed to purchase an aggregate of 7,500,000 shares of common stock for a purchase price of $10.00 per share and $75,000,000 in the aggregate (the “PIPE Investment”). At the Closing, the Company consummated the PIPE Investment. Shapeways also operates through its wholly owned subsidiaries, Shapeways BV, which was incorporated in the Netherlands on December 10, 2008 and Linear Mold & Engineering, LLC, also referred to as Linear AMS ("Linear"), which was acquired in May 2022. Shapeways is a leader in the large and fast-growing digital manufacturing industry combining high quality, flexible on-demand manufacturing powered by purpose-built proprietary software which enables customers to rapidly transform digital designs into physical products, globally. Shapeways makes industrial-grade additive manufacturing accessible by fully digitizing the end-to-end manufacturing process, and by providing a broad range of solutions utilizing 12 additive manufacturing technologies and more than 120 materials and finishes, with the ability to easily scale new innovation. Shapeways has delivered over 24 million parts to over 1 million customers in over 180 countries, from inception through December 31, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways, Shapeways BV and Linear. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand, demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institution. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2022 2021 Cash and cash equivalents $ 30,630 $ 79,677 Restricted cash 139 142 $ 30,769 $ 79,819 Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means and intends to hold all investments to maturity, and as such are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at December 31, 2022 and 2021. Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution centers. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out method. Finished goods and work in progress are valued using a methodology to determine the cost of each 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. As of December 31, 2022 and 2021, the Company determined an allowance was not deemed necessary. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other , the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. Impairment tests are performed on a quarterly basis. Management uses the future discounted cash flows valuation approach to determine the fair value of reporting units and determines whether the fair value of reporting units exceeded its carrying amounts. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. The impairment review requires management to make judgments in determining various assumptions with respect to revenues, operating margins, growth rates and discount rates. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Business Acquisitions The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date (see Note 4). Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers ("ASC 606") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 5). Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases generally have initial terms ranging from 4 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718") . Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 warrants (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Private Warrants were originally identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. See Note 12. Research and Development Costs Research and development expenses consist primarily of employee-related personnel expenses, fees paid to consultants and outside service providers, software and subscription services and allocations for rent and overhead. Research and development costs were $10,409 and $6,281 for the years ended December 31, 2022 and 2021, respectively. Advertising Advertising costs are expensed as incurred. Advertising costs were $2,046 and $1,887 for the years ended December 31, 2022 and 2021, respectively, which are included in selling, general and administrative expense on the Company's consolidated statements of operations and comprehensive loss. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. (Loss) Income per Share In accordance with the provisions of ASC 260, Earnings Per Share , net (loss) income per common share is computed by dividing net (loss) income by the weighted-average shares of common stock outstanding during the period. Basic (loss) income per share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of shares outstanding during the period. Diluted net (loss) income per share gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debt and convertible securities, using the if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted net (loss) income per share calculation since the effect would be anti-dilutive. A reconciliation of net (loss) income and net loss attributable to common stockholders and number of shares used in computing basic and diluted net (loss) income and net loss attributable to common stockholders per share is as follows: Year Ended December 31, 2022 2021 Basic and Diluted net (loss) income per share computation: Numerator for basic and diluted net loss per share: Net (loss) income $ (20,221) $ 1,756 Net loss attributable to common stockholders $ (20,221) $ (16,376) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 52,998,563 41,040,637 Basic and diluted net (loss) income per share $ (0.38) $ 0.04 Basic and diluted net loss per share attributable to common stockholders $ (0.38) $ (0.40) The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net (loss) income per share attributable to common stock for the periods in which a net (loss) income is presented because their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 Potentially dilutive securities: Common stock warrants 18,410,000 18,410,000 Earnout Shares 3,510,405 3,510,405 Unvested RSUs 7,225,194 660,448 Included in loss per common share are 3,885,059 and 4,515,739 shares of options due to their nominal exercise prices as of December 31, 2022 and 2021, respectively. Segment Information The Company reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s reportable segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. Accounting Pronouncements Recently Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This standard is effective for fiscal years and interim periods with those fiscal years beginning after December 15, 2022, and should be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company early adopted this guidance on April 22, 2022, and has applied the guidance to business combinations entered into during fiscal 2022. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Accounting for Credit Losses (Topic 326) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways, Shapeways BV and Linear. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand, demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institution. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2022 2021 Cash and cash equivalents $ 30,630 $ 79,677 Restricted cash 139 142 $ 30,769 $ 79,819 Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means and intends to hold all investments to maturity, and as such are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. Given the nature and historical collectability of the Company’s accounts receivable, an allowance for doubtful accounts was not deemed necessary at December 31, 2022 and 2021. Inventory Inventory consists of raw materials, work in progress and finished goods at the Company’s distribution centers. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out method. Finished goods and work in progress are valued using a methodology to determine the cost of each 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. As of December 31, 2022 and 2021, the Company determined an allowance was not deemed necessary. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. Factors that the Company considers in deciding when to perform an impairment review include significant changes in the Company’s forecasted projections for the asset or asset group for reasons including, but not limited to, significant underperformance of a product in relation to expectations, significant changes, or planned changes in the Company’s use of the assets, significant negative industry or economic trends, and new or competing products that enter the marketplace. The impairment test is based on a comparison of the undiscounted cash flows expected to be generated from the use of the asset group. If impairment is indicated, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset with the related impairment charge recognized within the statements of operations and comprehensive loss. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other , the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the goodwill impairment test is performed. Impairment tests are performed on a quarterly basis. Management uses the future discounted cash flows valuation approach to determine the fair value of reporting units and determines whether the fair value of reporting units exceeded its carrying amounts. If the fair value exceeds the carrying amount, then no impairment is recognized. If the carrying amount recorded exceeds the fair value calculated, then an impairment charge is recognized for the difference. The impairment review requires management to make judgments in determining various assumptions with respect to revenues, operating margins, growth rates and discount rates. The judgments made in determining the projected cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Business Acquisitions The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date (see Note 4). Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers ("ASC 606") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 5). Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases generally have initial terms ranging from 4 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718") . Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 warrants (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Private Warrants were originally identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. See Note 12. Research and Development Costs Research and development expenses consist primarily of employee-related personnel expenses, fees paid to consultants and outside service providers, software and subscription services and allocations for rent and overhead. Research and development costs were $10,409 and $6,281 for the years ended December 31, 2022 and 2021, respectively. Advertising Advertising costs are expensed as incurred. Advertising costs were $2,046 and $1,887 for the years ended December 31, 2022 and 2021, respectively, which are included in selling, general and administrative expense on the Company's consolidated statements of operations and comprehensive loss. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. (Loss) Income per Share In accordance with the provisions of ASC 260, Earnings Per Share , net (loss) income per common share is computed by dividing net (loss) income by the weighted-average shares of common stock outstanding during the period. Basic (loss) income per share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of shares outstanding during the period. Diluted net (loss) income per share gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, and convertible debt and convertible securities, using the if-converted method. During a loss period, the effect of the potential exercise of stock options and convertible debt are not considered in the diluted net (loss) income per share calculation since the effect would be anti-dilutive. A reconciliation of net (loss) income and net loss attributable to common stockholders and number of shares used in computing basic and diluted net (loss) income and net loss attributable to common stockholders per share is as follows: Year Ended December 31, 2022 2021 Basic and Diluted net (loss) income per share computation: Numerator for basic and diluted net loss per share: Net (loss) income $ (20,221) $ 1,756 Net loss attributable to common stockholders $ (20,221) $ (16,376) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 52,998,563 41,040,637 Basic and diluted net (loss) income per share $ (0.38) $ 0.04 Basic and diluted net loss per share attributable to common stockholders $ (0.38) $ (0.40) The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net (loss) income per share attributable to common stock for the periods in which a net (loss) income is presented because their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 Potentially dilutive securities: Common stock warrants 18,410,000 18,410,000 Earnout Shares 3,510,405 3,510,405 Unvested RSUs 7,225,194 660,448 Included in loss per common share are 3,885,059 and 4,515,739 shares of options due to their nominal exercise prices as of December 31, 2022 and 2021, respectively. Segment Information The Company reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s reportable segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. Accounting Pronouncements Recently Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This standard is effective for fiscal years and interim periods with those fiscal years beginning after December 15, 2022, and should be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company early adopted this guidance on April 22, 2022, and has applied the guidance to business combinations entered into during fiscal 2022. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Accounting for Credit Losses (Topic 326) |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments As of December 31, 2022, the Company's investment in short-term investments consisted of U.S. Treasury Securities classified as held-to-maturity. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of 3 months or less to be cash and cash equivalents and investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value, excluding gross unrealized holding gains or losses and fair value as of December 31, 2022 were as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2022 Classified as Cash and cash equivalents U.S. Treasury Securities $ 19,864 $ 73 $ — $ 19,937 Classified as short-term investments U.S. Treasury Securities $ 9,816 $ 33 $ — $ 9,849 |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions During April and May 2022, the Company completed three insignificant strategic acquisitions of MP2020, Inc., also referred to as MFG.com ("MFG"), Linear, and MakerOS, Inc. ("MakerOS"), collectively the "2022 acquisitions." The following table summarizes the total consideration for the 2022 acquisitions: Consideration Cash consideration $ 8,890 Holdback consideration 1,100 Earnout consideration 2,900 Total consideration $ 12,890 The holdback consideration represents the portion of the purchase price to be paid within 12 months from the respective closing dates, subject to reduction for certain indemnifications and other potential obligations of the acquired businesses. The fair value of the earnout consideration liability for the Linear acquisition was determined using a Monte Carlo simulation based on revenue performance for the 12 months ending December 31, 2022. The estimated fair value at acquisition was $2,900 and is included in accrued expenses and other liabilities within the consolidated balance sheet. As of December 31, 2022 the estimated fair value of the earnout consideration was $1,076. The earnout will be payable in cash and equity in April 2023. There is no earnout consideration for the MFG or MakerOS acquisitions. The Company has accounted for the MFG and Linear acquisitions as a business combination in accordance with ASC Topic 805, Business Combinations ("ASC 805"), and the acquisition of Maker OS as an asset purchase. The net assets acquired in the acquisitions was $12,890 which includes $5,903 of net intangible assets and $4,451 of goodwill. The Company has allocated the purchase price based on preliminary estimates of fair value for the assets acquired and liabilities assumed using information currently available. Adjustments, if any, to the preliminary allocation are not expected to be material. The Company has determined that the impact of these acquisitions was not material to its consolidated financial statements; therefore, separate presentation of revenue and earnings since the acquisition date and pro forma information are not required nor included herein. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of shop owner products through its e-commerce website over time using the output method. Contracts involving the sale of shop owner products through its e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to list their designs through Shapeways’ marketplace website. The Company prints the 3D models and ships the product directly to the customer, handling the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. Judgment is applied to determine whether the Company is the principal or the agent, which could impact the recognition of revenue and cost of revenue within the consolidated statements of operations and comprehensive loss. The Company considers whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the end user, whether it has inventory risk prior to transferring the product or service to the customer and if the Company has discretion in establishing prices. The Company acts as an agent in these arrangements where it facilitates the sales of the goods and services on behalf of third-party shop owners to end customers. The Company is considered an agent and recognizes revenue generated from these transactions on a net basis since the Company lacks the ability to establish the overall selling price of the goods or services provided to the end user. The Company recognizes the sale of 3D printed products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price is not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue The Company launched the first phase of its software offering under the brand "OTTO" in the fourth quarter of 2021. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. Shapeways’ software offers improved customer accessibility, increased productivity, and expanded manufacturing capabilities for its customers. The Company expanded its software offering's customer base and feature set with the acquisition of MFG and MakerOS, both completed in April 2022. Software revenue for the year ended December 31, 2022 reflects the April 2022 acquisition of MFG. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. The following table presents our revenues disaggregated by revenue discipline: Year Ended December 31, 2022 2021 Major products and service lines: Direct sales $ 25,429 $ 25,554 Marketplace sales 5,932 7,772 Software 1,796 297 Total revenue $ 33,157 $ 33,623 Timing of revenue recognition: Products transferred at a point in time $ 5,932 $ 7,772 Products and services transferred over time 27,225 25,851 Total revenue $ 33,157 $ 33,623 Deferred Revenue The Company records deferred revenue when cash payments are received in advance of performance. Deferred revenue activity for the years ended December 31, 2022 and 2021 was as follows: December 31, 2022 2021 Balance at beginning of year $ 921 $ 753 Deferred revenue recognized during year (33,157) (33,623) Additions to deferred revenue during year 33,208 33,791 Total deferred revenue $ 972 $ 921 The Company expects to satisfy its remaining performance obligations within the next twelve months. The $921 of deferred revenue as of January 1, 2022 was recognized during the year ended December 31, 2022. The opening balance of accounts receivable as of January 1, 2021 was $185. Practical Expedients and Exemptions The Company applies the practical expedient related to incremental costs of obtaining a contract. Although certain of its commission costs qualify for capitalization under ASC 340-40, Contracts with Customers , their amortization period is less than one year. Therefore, utilizing the practical expedient, the Company expenses these costs as incurred. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Components of inventory consisted of the following: December 31, 2022 2021 Raw materials $ 849 $ 735 Work-in-process 209 28 Finished goods 249 164 Total $ 1,307 $ 927 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Prepaid operating expenses $ 3,231 $ 396 Prepaid insurance 401 2,338 Prepaid expenses 1,384 680 Security deposits 175 — VAT receivable 990 945 Other current assets 74 1 Total $ 6,255 $ 4,360 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment consisted of the following: December 31, 2022 2021 Machinery and equipment $ 10,450 $ 6,996 Computers and IT equipment 1,138 957 Furniture and fixtures 81 49 Leasehold improvements 2,429 2,482 Vehicles 42 — Assets to be placed in service 11,749 2,442 Property and equipment 25,889 12,926 Less: Accumulated depreciation (10,262) (8,538) Property and equipment, net $ 15,627 $ 4,388 For the years ended December 31, 2022 and 2021, depreciation expense totaled $1,009 and $593, respectively. Of these amounts, depreciation charged to cost of revenue was $866 and $460 for the years ended December 31, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill as of December 31, 2022 and December 31, 2021 are as follows: Goodwill Balance at December 31, 2021 $ 1,835 Acquired goodwill 4,451 Balance at December 31, 2022 $ 6,286 The Company has no accumulated impairment losses on goodwill during the years ended December 31, 2022 and 2021. Intangible assets consisted of the following as of December 31, 2022: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 3,086 $ (206) $ 2,880 10 Trade name 987 (66) 921 10 Acquired software platform 910 (61) 849 10 Customer lists 190 (42) 148 3 Noncompetition agreement 52 (17) 35 2 Favorable operating lease 699 (117) 582 4 Unfavorable operating lease (21) 4 (17) 4 Total $ 5,903 $ (505) $ 5,398 The Company recognized $505 of amortization expense during the year ended December 31, 2022. There was no amortization expense recorded for the year ended December 31, 2021. The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2022 will be as follows: Amortization expense 2023 $ 757 2024 740 2025 689 2026 555 2027 498 Thereafter 2,159 Total $ 5,398 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses consisted of the following: December 31, 2022 2021 Accrued compensation $ 1,504 $ 814 Earnout consideration 1,076 — Holdback payable 1,100 — Accrued selling expenses 487 522 Taxes payable 339 328 Accrued acquisition of property and equipment 225 — Other 1,219 981 Total $ 5,950 $ 2,645 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases During the year ended December 31, 2022, the Company maintained five leases of facilities located in the United States and the Netherlands, as well as, one lease of office equipment, under operating leases. The Company previously leased a manufacturing facility in Long Island City, New York, which expired in January 2023. The Company did not renew its lease at the Long Island City facility, but now houses its production in the Livonia facility. For the years ended December 31, 2022 and 2021, operating lease expense was $1,000 and $839, respectively. The Company also recorded sublease income of $255 during the year ended December 31, 2022 associated with the Company's sublease of its facility in Michigan. The company had no sublease income during the year ended December 31, 2021. The Company records sublease income within Other income on the consolidated statements of operations and comprehensive loss. Right of use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2022 2021 Assets: Right-of-use assets, net $ 2,365 $ 842 Total lease assets $ 2,365 $ 842 Liabilities: Current liabilities: Operating lease liabilities, current $ 719 $ 639 Non-current liabilities: Operating lease liabilities, net of current portion 1,715 326 Total lease liability $ 2,434 $ 965 The Company’s lease agreements do not state an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available at the lease commencement date for the purposes of determining the present value of lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis in each market. The weighted-average remaining lease term for operating leases was 3.06 years and the weighted-average incremental borrowing rate was 7.07% as of December 31, 2022. Supplemental cash flow information related to the Company’s leases was as follows: Years Ended December 31, 2022 2021 Operating cash flows from operating leases $ 1,049 $ 928 Lease liabilities arising from obtaining right-of-use assets $ 285 $ — As of December 31, 2022, future minimum lease payments required under operating leases are as follows: 2023 $ 872 2024 846 2025 782 2026 237 Total minimum lease payments 2,737 Less effects of discounting (303) Present value of future minimum lease payments $ 2,434 Legal Proceedings The Company is involved in various legal proceedings which arise from time to time in the normal course of business. While the results of such matters generally cannot be predicted with certainty, management does not expect any such matters to have a material adverse effect on the Company’s consolidated financial position or results of operations as of and for the years ended December 31, 2022 and 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ EquityThe consolidated statements of changes in stockholders’ equity (deficit) reflects the Business Combination as of September 29, 2021 as defined in Note 1. As Legacy Shapeways was deemed the accounting acquirer in the Business Combination with Galileo, all periods prior to the Closing date reflect the balances and activity of Legacy Shapeways. The balances as of January 1, 2021 from the consolidated financial statements of Legacy Shapeways as of that date, share activity (convertible preferred stock, common stock, additional paid in capital, accumulated deficit, and accumulated other comprehensive loss) and per share amounts were retroactively adjusted, where applicable, using the recapitalization conversion ratio of 0.8293 (the “Conversion Ratio”) established in the Merger. Common Stock Upon closing of the Business Combination, pursuant to the terms of the Certificate of Incorporation, the Company authorized 120,000,000 shares of Common Stock with a par value of $0.0001. The holders of Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval and are entitled to receive dividends, as and if declared by the Board of Directors out of legally available funds. The Company has issued and outstanding 49,445,174 and 48,627,739 shares of Common Stock as of December 31, 2022 and 2021, respectively. Legacy Shapeways Common Stock Warrants On December 18, 2013, in connection with executing a loan agreement, the Company issued warrants to purchase 40,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and had an expiration date of December 18, 2023. On February 3, 2014, in connection with executing a lease agreement, the Company issued warrants to purchase 248,000 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.25 per share and expired upon the latest to occur (i) seven years from the original issuance date or (ii) five years from the effective date of an initial public offering. On April 22, 2015, in connection to an amended loan agreement, the Company issued warrants to purchase 13,750 shares of Legacy Shapeways common stock. The warrants had an exercise price of $1.70 per share and had an expiration date of April 22, 2025. Immediately prior to the completion of the Business Combination, all outstanding Legacy Shapeways common stock warrants were exercised into an aggregate of 255,917 shares of Legacy Shapeways common stock (212,234 shares of common stock post Business Combination). Legacy Shapeways Convertible Preferred Stock Immediately prior to the completion of the Business Combination, all outstanding shares of the Legacy Shapeways Series A-1, Series A-2, Series B, Series B-1, Series C, Series D, and Series E preferred stock converted into an aggregate of 22,579,695 shares of common stock. Each share of Legacy Shapeways convertible preferred stock was converted into one share of Legacy Shapeways common stock. Legacy Shapeways Preferred Stock Warrants On March 8, 2013, the Company issued warrants to purchase a total of 23,125 shares of Series B-1 preferred stock of Legacy Shapeways. The warrants had an exercise price of $2.5946 per share and were exercisable for ten years from the date of grant. On May 10, 2021, the 23,125 warrants were exercised for 23,125 shares of Series B-1 preferred stock of Legacy Shapeways at an exercise price of $2.5946 per share. On June 30, 2017, in connection with executing a loan agreement, the Company issued warrants to purchase a total of 57,051 shares of Series D preferred stock of Legacy Shapeways. The warrants had an exercise price of $5.2584 per share and were exercisable for ten years from the date of grant. Immediately prior to the completion of the Business Combination, the 57,051 warrants were exercised for 107,580 shares of Legacy Shapeways common stock. Public Warrants Prior to the Merger, the Company had outstanding 13,800,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of common stock of the Company at an exercise price of $11.50 per share. The Public Warrants became exercisable 30 days after the Closing Date, and expire five years after the Closing Date or earlier upon redemption or liquidation. The Company may redeem the Public Warrants as follows: in whole and not in part; at a price of $0.01 per warrant; at any time while the Public Warrants are exercisable, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder; if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share, for any 20 days trading days within a 30 days-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30 days-day trading period referred to above and continuing each day thereafter until the date of redemption. Certain of these conditions have not been met to redeem the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. As of December 31, 2022 and 2021, there were 18,410,000 and 15,295,612 Public Warrants outstanding, respectively. The following table provides a summary of the Public Warrants outstanding: Public Warrants Public Warrants prior to Merger 13,800,000 Transfers from private to public warrants during 2021 1,495,612 Balance as of December 31, 2021 15,295,612 Transfers from private to public warrants during 2022 3,114,388 Balance as of December 31, 2022 18,410,000 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Prior to the Business Combination, Legacy Shapeways maintained its 2010 Stock Plan (the “2010 Plan”), under which Legacy Shapeways granted statutory and non-statutory stock to employees, outside directors and consultants. The maximum number of shares of common stock that was issuable under the 2010 Plan was 16,942,546 shares. In connection with the Business Combination, each Legacy Shapeways stock option that was outstanding immediately prior to Closing, whether vested or unvested, was converted into an option to acquire a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product of (i) the number of shares of Legacy Shapeways common stock subject to such Legacy Shapeways option immediately prior to the Business Combination and (ii) 90% of the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy Shapeways option immediately prior to the consummation of the Business Combination, divided by (B) 90% of the Conversion Ratio. Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Shapeways option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. In addition, each holder of an in-the-money Legacy Shapeways option held by individuals remaining in continuous service to the Company through the Closing, was granted a right to receive an award of restricted stock units denominated in shares of common stock granted under the 2021 Equity Inventive Plan (the “2021 Plan”) (each, an “Earnout RSU”) equal to the product of (A) the number of shares of Legacy Shapeways common stock that were subject to the option immediately prior to Closing, multiplied by (B) ten percent (10%) of the Conversion Ratio. The Earnout RSUs are subject to substantially the same service-based vesting conditions and acceleration provisions as applied to the Legacy Shapeways option provided that, in addition to such service-based vesting conditions, Earnout RSUs will be subject to vesting and forfeiture conditions based upon the dollar volume-weighted price of the Company’s common stock reaching certain targets (the “RSU Performance Milestones”). The Company records stock compensation expense for Earn-Out RSUs based upon an assessment of the grant date fair value using the Monte Carlo valuation model in accordance with FASB ASC 718. The Company did not grant any additional Earn-Out RSUs during the year ended December 31, 2022. Upon the Closing of the Business Combination, the outstanding and unexercised Legacy Shapeways options became options to purchase an aggregate of 4,901,207 shares of the Company’s common stock under the 2010 Plan at an average exercise price of $0.62 per share. 2021 Equity Incentive Plan Upon the closing of the Business Combination, the Company adopted the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other share-based awards or other cash-based awards to employees, consultants, and non-employee directors. On the first day of each calendar year, beginning on January 1, 2022 and continuing until (and including) January 1, 2031, the number of shares available under the 2021 Plan will automatically increase by a number equal to the lesser of (a) five percent (5%) of the total number of shares of the Company’s common stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (b) a number of shares of our common stock determined by the Company’s Board of Directors. As of December 31, 2022, 10,052,787 shares of common stock are authorized for issuance pursuant to awards under the 2021 Plan. Any shares of common stock related to awards that are forfeited, cancelled, terminated, expire or shares withheld by the Company to satisfy tax withholding obligations or to pay any exercise price are deemed available for issuance under the 2021 Plan. As of December 31, 2022, 4,339,724 shares remain available for issuance under the 2021 Plan. 2022 New Employee Equity Incentive Plan In September 2022, the Company adopted the 2022 New Employee Equity Incentive Plan (the "2022 Plan"). The 2022 Plan permits the granting of restricted stock awards, stock options and other share-based rewards to individuals who were not previously employees of the Company, as an inducement material to the individual's entry into employment with the Company within the meaning of Listing Rule 303A.08 of the New York Stock Exchange ("NYSE"). The 2022 Plan was adopted by the Board of Directors without stockholder approval pursuant to NYSE Listing Rule 303A.08. As of December 31, 2022, 5,000,000 shares of common stock are authorized for issuance pursuant to awards under the 2022 Plan. Any shares of common stock related to awards that are forfeited, cancelled, terminated, expire or shares withheld by the Company to satisfy tax withholding obligations or to pay any exercise price are deemed available for issuance under the 2022 Plan. As of December 31, 2022, 3,207,043 shares remain available for issuance under the 2022 Plan. Option Awards The Company accounts for share-based payments pursuant to ASC 718 and, accordingly, the Company records stock compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model. The Company is a public company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends. The Company generally recognizes stock compensation expense on the grant date and over the period of vesting or period that services will be provided. There were no stock options granted during the year ended December 31, 2022. The weighted-average grant-date fair value per stock option granted during the year ended December 31, 2021 was $0.17. The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2021 were as follows: Assumptions Strike price $ 0.17 Expected term (in years) 5.55 - 6.05 Expected volatility 57.09% - 57.81% Risk-free interest rate 0.50% - 0.57% Dividend yield — % The following table summarizes the Company’s stock option activity for the period presented: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 4,806,387 $ 0.63 6.57 Granted — — Forfeited (139,230) 0.60 Exercised (687,624) 0.50 Outstanding at December 31, 2022 3,979,533 $ 0.65 5.67 $ 376 Exercisable at December 31, 2022 3,885,059 $ 0.65 5.63 $ 365 The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $740 and $9,450, respectively. The intrinsic value of options exercised during each year is calculated as the difference between the market value of the Company's stock price at the time of exercise and the exercise price of the stock option. As of December 31, 2022, approximately $33 of unrecognized stock compensation expense related to non-vested awards is expected to be recognized over the weighted average period of 0.98 years. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the period presented: Restricted Stock Units Weighted Average Grant Fair Value per Share Aggregate Intrinsic Value Outstanding at January 1, 2022 660,448 $ 3.80 Granted 7,369,406 1.43 Forfeited (934,196) 1.71 Settled (131,542) 2.34 Outstanding at December 31, 2022 6,964,116 $ 1.51 $ 4,335 The total fair value of restricted stock unit awards vested during the years ended December 31, 2022 and 2021 was $2,121 and $1,610. Total unrecognized stock compensation expense related to outstanding restricted stock unit awards was approximately $9,076 as of December 31, 2022 and is expected to be recognized over the weighted average period of 3.27 years. 2021 Employee Stock Purchase Plan Upon the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing common stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions. As of December 31, 2022 , 1,381,998 shares of common stock are available for purchase under the ESPP. As of December 31, 2022 , no shares have been purchased under the ESPP. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and 2021. The carrying amounts of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities, and deferred revenue approximated fair value as they are short term in nature. The fair value of warrants issued for settlement and services is estimated based on the Black-Scholes model. The carrying value of the Company’s debt and operating lease liabilities approximated its fair value, as the obligation bears interest at rates currently available for debt with similar maturities and collateral requirements. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities represents Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 2021 Assets: Marketable securities - U.S. Treasury Securities 2 $ 29,680 $ — Liabilities: Warrant liabilities 3 $ — $ 2,274 Earnout liability 3 $ 1,076 $ — Warrant Liabilities The Company had outstanding 4,110,000 Private Warrants that were issued upon the consummation of the initial public offering of Galileo. Additionally, at the Closing, a lender holding a convertible note issued by the Company with an aggregate principal amount of $500 converted the note into 500,000 Sponsor Warrants exercisable for common stock at a purchase price of $1.00 per warrant. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. The Private Warrants and Sponsor Warrants were identical to the Public Warrants except that the Private Warrants and Sponsor Warrants (i) were not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants or Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants or Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Upon the transfer of a Private Warrant or Sponsor Warrant to a party other than an initial purchaser or any of its permitted transferees, the Private Warrants or Sponsor Warrants become Public Warrants and the fair market value of the Private Warrants at the date of the transfer is reclassified to equity. The Private Warrants and Sponsor Warrants were not indexed to the Company’s common stock in the manner contemplated by ASC 815-40-15 because the holder of the instrument was not an input into the pricing of a fixed-for-fixed option on equity shares. The Company classified the Private Warrants and Sponsor Warrants as derivative liabilities in its consolidated balance sheet as of December 31, 2022. The Company utilized a Binomial Lattice model approach to value the Private Warrants and Sponsor Warrants at each reporting period with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liabilities was determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its common stock based on historical volatility that matched the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. There was no warrant liability balance as of December 31, 2022. The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 were as follows: Stock price on valuation date $ 3.71 Exercise price per share $ 11.50 Expected life 4.75 years Volatility 56.4 % Risk-free rate 1.2 % Dividend yield — % Fair value per warrant $ 0.73 The following table provides a summary of changes in the Company's warrant liabilities that are classified as Level 3 financial instruments measured at fair value on a recurring basis: December 31, 2022 2021 Balance at beginning of year $ 2,274 $ — Additions pursuant to Merger — 11,865 Transfer of Private Warrants to Public Warrants (690) (1,485) Change in fair value (1,584) (8,106) Balance at end of year $ — $ 2,274 For the years ended December 31, 2022 and 2021, the Company recognized income resulting from a change in the fair value of warrant liabilities of $1,584 and $8,106, respectively. There were no private warrants outstanding as of December 31, 2022. Private warrants outstanding as of December 31, 2021 were 3,114,388. Earnout Liability The following table provides a summary of the change in the balance of the earnout liability associated with the acquisition of Linear which is included within the other current liabilities within the balance sheet (See Note 4 for information on the acquisition of Linear): Earnout Liability Balance at December 31, 2021 $ — Recognition of Linear earnout liability 2,900 Change in fair value (1,824) Balance at December 31, 2022 $ 1,076 For the year ended December 31, 2022, the Company recognized income resulting from a change in the fair value of the earnout liability of $1,824. Fair Value on a Non-Recurring Basis At the Closing, there were 3,510,405 shares of common stock issued as part of the Merger consideration (the “Earnout Shares”) subject to vesting and forfeiture conditions (the “Earnout Terms”) based upon the volume-weighted average trading price of common stock reaching targets of $14.00 and $16.00, respectively (with 50% released at each target) for a period of 30 consecutive trading days during the three-year period after the Closing, with the portion of such shares that would otherwise be deliverable to Legacy Shapeways stockholders at the Closing being withheld and deposited into escrow. The fair value of the Earnout Shares was estimated using the trading price of the common stock at Closing ($7.70), discounted based on the probability of the Earnout Terms being met as determined at Closing, and thus represents a Level 2 fair value measurement as defined in ASC 820. The Earnout Shares, if achieved, would be issued to Legacy Shapeways stockholders. The Earnout Shares are a fixed number of shares to be issued to such stockholders on a pro rata basis. The fair value of the Earnout Shares was recognized as a deemed dividend. Upon closing of the Merger, the estimated fair value of the Earnout Shares was $18,132 with such amount recognized as a deemed dividend. As the Company was in an accumulated deficit position as of the measurement date, the resulting deemed dividend was recorded as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital. As of December 31, 2022, there were 3,510,405 Earnout Shares unvested and remaining subject to the Earnout Terms. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following: Year Ended December 31, 2022 2021 Income tax provision: Current Non-US $ 5 $ (71) Federal (1) — State — — Deferred Non-US — — Federal 23 — State 4 — Provision for income taxes $ 31 $ (71) A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit 3.48 % (9.65) % Nondeductible expenses (0.10) % 0.53 % Other (0.03) % — % Loan forgiveness — % (11.53) % Warrant liabilities 1.65 % (55.32) % Stock-based compensation (0.01) % (25.33) % Change in state tax rates 1.74 % 6.07 % Change in valuation allowance (26.83) % 73.68 % True-up adjustments (1.06) % (1.67) % Foreign rate differential (0.01) % 0.28 % (0.17) % (1.94) % Deferred income taxes are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities. The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Intangible assets and goodwill $ 15 $ — Sec. 174 research and development costs 2,159 — Accrued expense 112 64 Sec. 263(a) 17 17 Stock compensation 1,157 477 ASC 842 – Operating lease liabilities 565 29 Property and equipment 216 194 Net operating losses 27,036 24,291 Earnout consideration 261 Tax credits 893 893 Acquisition costs 90 — Other 251 6 Less: valuation allowance (32,196) (25,971) Total deferred tax assets 576 — Deferred tax liabilities: Intangible assets and goodwill $ (28) $ — Property equipment (25) — ASC 842 Right-of-use assets (550) — Total deferred tax liabilities (603) — Net deferred tax liabilities $ (27) $ — The valuation allowance for deferred tax assets increased by $6,225 to $32,196 in 2022. In determining the carrying value of our deferred tax assets, the Company evaluated all available evidence that led to a conclusion that based upon the more-likely-than-not standard of the accounting literature, these deferred tax assets were unrecoverable. The valuation allowance has no impact on the Company’s net operating loss (“NOL”) position for tax purposes, and if the Company generates taxable income in future periods, it will be able to use the NOLs to offset taxes due at that time. As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $110,791, $71,122 of which, if not utilized, expire by 2038. Federal net operating loss carryforwards totaling approximately $39,669 can be carried forward indefinitely. In addition, the Company has state net operating loss carryforwards of approximately $115,099, with varying expiration dates as determined by each state; some of which may be indefinite lived. Internal Revenue Code of 1986 Section 382 (“Section 382”) and Section 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in losses, against future U.S. taxable income in the event of a change of ownership. These carryforwards are not subject to limitation by Section 382 and are all expected to be available to offset future U.S. taxable income. On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act into law. The CARES Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses (“NOLs") and allows businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspends the excess business loss rules, accelerates refunds of previously generated corporate alternative minimum tax credits, generally loosens the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The provisions of the CARES Act did not have a significant impact on the Company’s income tax provision, taxes payable, or deferred tax accounts as of December 31, 2022. |
Significant Concentrations
Significant Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Significant Concentrations | Significant Concentrations One customer accounted for approximately 20% and 23% of revenue for the years ended December 31, 2022 and 2021, respectively. No other customers represented more than 10% of revenue for the years ended December 31, 2022 and 2021. As of December 31, 2022, two customers accounted for approximately 17% and 16% of accounts receivable. As of December 31, 2021, two customers accounted for approximately 32% and 25% of accounts receivable. No other customers represented more than 10% of outstanding accounts receivable as of December 31, 2022 and 2021. As of December 31, 2022, one vendor represented 10% of accounts payable. As of December 31, 2021, two vendors accounted for approximately 18%, and 11% of accounts payable. No other vendors represented more than 10% of outstanding accounts payable balance as of December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated all known subsequent events through March 30, 2023, which is the date these consolidated financial statements were issued, and has determined that no subsequent events have occurred requiring recognition or disclosure in these consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways, Shapeways BV and Linear. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. |
Functional Currency | Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand, demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institution. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. |
Short-term Investments | Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means and intends to hold all investments to maturity, and as such are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. |
Inventory | InventoryInventory consists of raw materials, work in progress and finished goods at the Company’s distribution centers. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out method. Finished goods and work in progress are valued using a methodology to determine the cost of each 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other , the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company |
Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Revenue Recognition | Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers ("ASC 606") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 5). |
Business Acquisitions | Business Acquisitions The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date (see Note 4). |
Leases | Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases generally have initial terms ranging from 4 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718") . Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. |
Public and Private Common Stock Warrant Liabilities | Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 warrants (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Private Warrants were originally identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. See Note 12. |
Research and Development Costs | Research and Development CostsResearch and development expenses consist primarily of employee-related personnel expenses, fees paid to consultants and outside service providers, software and subscription services and allocations for rent and overhead. |
Advertising | AdvertisingAdvertising costs are expensed as incurred. |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. |
Income (Loss) per Share | (Loss) Income per Share In accordance with the provisions of ASC 260, Earnings Per Share |
Segment Information | Segment Information The Company reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s reportable segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. Accounting Pronouncements Recently Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This standard is effective for fiscal years and interim periods with those fiscal years beginning after December 15, 2022, and should be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company early adopted this guidance on April 22, 2022, and has applied the guidance to business combinations entered into during fiscal 2022. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Accounting for Credit Losses (Topic 326) |
Revenue from Contract with Customer | Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of shop owner products through its e-commerce website over time using the output method. Contracts involving the sale of shop owner products through its e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to list their designs through Shapeways’ marketplace website. The Company prints the 3D models and ships the product directly to the customer, handling the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. Judgment is applied to determine whether the Company is the principal or the agent, which could impact the recognition of revenue and cost of revenue within the consolidated statements of operations and comprehensive loss. The Company considers whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the end user, whether it has inventory risk prior to transferring the product or service to the customer and if the Company has discretion in establishing prices. The Company acts as an agent in these arrangements where it facilitates the sales of the goods and services on behalf of third-party shop owners to end customers. The Company is considered an agent and recognizes revenue generated from these transactions on a net basis since the Company lacks the ability to establish the overall selling price of the goods or services provided to the end user. The Company recognizes the sale of 3D printed products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price is not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue The Company launched the first phase of its software offering under the brand "OTTO" in the fourth quarter of 2021. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. Shapeways’ software offers improved customer accessibility, increased productivity, and expanded manufacturing capabilities for its customers. The Company expanded its software offering's customer base and feature set with the acquisition of MFG and MakerOS, both completed in April 2022. Software revenue for the year ended December 31, 2022 reflects the April 2022 acquisition of MFG. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of its wholly owned subsidiaries, Legacy Shapeways, Shapeways BV and Linear. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. |
Functional Currency | Functional Currency The Euro is the functional currency for Shapeways BV’s operations outside the United States. Assets and liabilities of these operations are translated into U.S. Dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive loss within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss for the period. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes cash on hand, demand deposits and highly liquid securities with original maturities at the date of acquisition of ninety days or less. The Company maintains its deposits at high quality financial institutions and monitors the credit ratings of those institutions. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. While cash held by financial institutions may at times exceed federally insured limits, the Company believes that no material credit or market risk exposure exists due to the high quality of the institution. Restricted cash represents cash required to be held as collateral for the Company’s credit cards and security deposit for its facility in the Netherlands. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. |
Short-term Investments | Short-term Investments The Company invests its excess cash in fixed income instruments including U.S. treasury securities with a maturity of six months or less. The Company has the means and intends to hold all investments to maturity, and as such are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount and are generally unsecured as they are uncollateralized. The Company provides an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. Judgement is exercised in establishing allowances and estimates are based on the customers’ payment history and liquidity. Any amounts that were previously recognized as revenue and subsequently determined to be uncollectible are charged to bad debt expense included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. |
Inventory | InventoryInventory consists of raw materials, work in progress and finished goods at the Company’s distribution centers. Raw materials are stated at the lower of cost or net realizable value, determined by the first-in-first-out method. Finished goods and work in progress are valued using a methodology to determine the cost of each 3D printed object using allocations for material, labor, machine time and overhead. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged to expense when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. No impairment charges were recorded for the years ended December 31, 2022 and 2021. Costs for capital assets not yet placed into service are capitalized and depreciated once placed into service. Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** ** Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. |
Long-Lived Assets, Including Definite-Lived Intangible Assets | Long-Lived Assets, Including Definite-Lived Intangible Assets Intangible assets, which consist of technology, customer relationships, trademarks, favorable and unfavorable operating leases, and non-competition agreements are stated at cost less accumulated amortization. Amortization is generally recorded on a straight-line basis over estimated useful lives ranging from two Long-lived assets, other than goodwill and other indefinite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows derived from such assets. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase prices over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Goodwill is evaluated for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. Under ASC 350, Intangibles - Goodwill and Other , the Company has the option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. If the Company |
Fair Value Measurements | Fair Value Measurements The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Revenue Recognition | Revenue Recognition Revenue is derived from two primary sources: (a) products and services and (b) software. The Company recognizes revenue following the five-step model prescribed under ASC 606, Revenue from Contracts with Customers ("ASC 606") : (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the products or services it transfers to the customer. These contracts have different terms based on the scope, performance obligations, and complexity of the project, which often requires the Company to make judgments and estimates in recognizing revenues. Performance obligations are satisfied both at a point of time and over time. All revenue is recognized based on the satisfaction of the performance obligation to date (see Note 5). |
Leases | Leases The Company’s lease arrangements relate primarily to office and manufacturing space and equipment. The Company’s leases generally have initial terms ranging from 4 to 10 years and may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. Additionally, the Company’s leases do not contain significantly restrictive covenants or residual value guarantees. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. The Company does not currently maintain any finance lease arrangements. ROU assets represent the Company’s right to use an underlying asset and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. The Company’s short-term leases are not material and do not have a material impact on its ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. ROU assets include lease payments made in advance, and excludes any incentives received or initial direct costs incurred. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has elected to account for as a single lease component. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense for all stock options, restricted stock units and other arrangements within the scope of ASC 718, Stock Compensation ("ASC 718") . Stock-based compensation expense is measured at the date of grant, based on the fair value of the award, and is recognized using the straight-line method over the employee’s requisite service period. Compensation for stock-based awards with vesting conditions other than service are recognized based on the probability of the performance condition being met over the vesting period. Forfeitures are recognized as they are incurred. |
Public and Private Common Stock Warrant Liabilities | Public and Private Common Stock Warrant Liabilities As part of Galileo’s initial public offering, Galileo issued to third party investors 13,800,000 units, consisting of one ordinary share of Galileo and one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of Galileo’s initial public offering, Galileo completed the private sale of 4,110,000 warrants to Galileo’s sponsor and EarlyBirdCapital, Inc. at a purchase price of $1.00 per warrant (the “Private Warrants”). In connection with the Business Combination, Galileo’s sponsor exercised its right to convert the aggregate outstanding principal amount of the convertible promissory note issued by Galileo into an aggregate of 500,000 warrants (the "Sponsor Warrants"), with terms equivalent to the Private Warrants. The Private Warrants were originally identical to the Public Warrants, except that the Private Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that the Private Warrants do not meet the criteria to be classified in stockholders’ equity. Since the Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. In December 2022, the Company and the holders of the Private Warrants entered into letter agreements, pursuant to which such holders agreed that the Private Warrants will be exercisable for cash or on a cashless basis and redeemable on the same terms and subject to the same conditions as the Public Warrants. See Note 12. |
Research and Development Costs | Research and Development CostsResearch and development expenses consist primarily of employee-related personnel expenses, fees paid to consultants and outside service providers, software and subscription services and allocations for rent and overhead. |
Advertising | AdvertisingAdvertising costs are expensed as incurred. |
Income Taxes | Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period. |
Income (Loss) per Share | (Loss) Income per Share In accordance with the provisions of ASC 260, Earnings Per Share |
Segment Information | Segment Information The Company reports in one segment, which focuses on providing additive manufacturing services to customers. The Company’s reportable segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”). The Company’s CODM has been identified as its Chief Executive Officer. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. Accounting Pronouncements Recently Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers . This standard is effective for fiscal years and interim periods with those fiscal years beginning after December 15, 2022, and should be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company early adopted this guidance on April 22, 2022, and has applied the guidance to business combinations entered into during fiscal 2022. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Accounting for Credit Losses (Topic 326) |
Revenue from Contract with Customer | Under ASC 606, revenue is recognized throughout the life of the executed agreement. The Company measures revenue based on consideration specified in a contract with a customer. Furthermore, the Company recognizes revenue when a performance obligation is satisfied by transferring control of the product or service to the customer which could occur over time or at a point in time. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as (or when) they are performed. Substantially all customer contracts provide that compensation is received for services performed to date. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Products and Services The following is a description of the Company’s products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Direct sales The Company provides customers with an additive manufacturing service, allowing for the customer to select the specifications of the model which they wish to have printed. Shapeways prints the 3D model and ships the product directly to the customer. The Company recognizes the sale of shop owner products through its e-commerce website over time using the output method. Contracts involving the sale of shop owner products through its e-commerce website do not include other performance obligations. As such, allocation of the transaction price was not necessary as the entire contract price is attributed to the sole performance obligation identified. Marketplace sales The Company provides a platform for shop owners to list their designs through Shapeways’ marketplace website. The Company prints the 3D models and ships the product directly to the customer, handling the financial transaction, manufacturing, distribution and customer service on behalf of the shop owners. Judgment is applied to determine whether the Company is the principal or the agent, which could impact the recognition of revenue and cost of revenue within the consolidated statements of operations and comprehensive loss. The Company considers whether it has the primary responsibility for fulfilling the promise to provide the specified product or service to the end user, whether it has inventory risk prior to transferring the product or service to the customer and if the Company has discretion in establishing prices. The Company acts as an agent in these arrangements where it facilitates the sales of the goods and services on behalf of third-party shop owners to end customers. The Company is considered an agent and recognizes revenue generated from these transactions on a net basis since the Company lacks the ability to establish the overall selling price of the goods or services provided to the end user. The Company recognizes the sale of 3D printed products to customers at a point in time, specifically upon shipping the goods to the customer (FOB Origin) given the transfer of significant risks and rewards of ownership at that point in time. Contracts involving the manufacturing and delivery of 3D printed products to customers do not include other performance obligations. As such, allocation of the transaction price is not necessary as the entire contract price is attributed to the sole performance obligation identified. Software revenue The Company launched the first phase of its software offering under the brand "OTTO" in the fourth quarter of 2021. The software enables other manufacturers to leverage Shapeways’ existing end-to-end manufacturing software to scale their businesses and shift to digital manufacturing. Shapeways’ software offers improved customer accessibility, increased productivity, and expanded manufacturing capabilities for its customers. The Company expanded its software offering's customer base and feature set with the acquisition of MFG and MakerOS, both completed in April 2022. Software revenue for the year ended December 31, 2022 reflects the April 2022 acquisition of MFG. For each of the performance obligations classified as software revenue, the performance obligations are satisfied evenly over the term of the contract. For contracts including performance obligations classified as software revenue, the Company identified that each performance obligation has an explicitly stated standalone selling price. As such, allocation is not necessary as the prices included in the contract are attributed to each separate performance obligation. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of cash and cash equivalents | The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2022 2021 Cash and cash equivalents $ 30,630 $ 79,677 Restricted cash 139 142 $ 30,769 $ 79,819 |
Summary of useful lives of property plant and equipment | Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** |
Schedule of earnings per share | A reconciliation of net (loss) income and net loss attributable to common stockholders and number of shares used in computing basic and diluted net (loss) income and net loss attributable to common stockholders per share is as follows: Year Ended December 31, 2022 2021 Basic and Diluted net (loss) income per share computation: Numerator for basic and diluted net loss per share: Net (loss) income $ (20,221) $ 1,756 Net loss attributable to common stockholders $ (20,221) $ (16,376) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 52,998,563 41,040,637 Basic and diluted net (loss) income per share $ (0.38) $ 0.04 Basic and diluted net loss per share attributable to common stockholders $ (0.38) $ (0.40) |
Summary of common stock equivalents outstanding excluded from computation of diluted loss per share | The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net (loss) income per share attributable to common stock for the periods in which a net (loss) income is presented because their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 Potentially dilutive securities: Common stock warrants 18,410,000 18,410,000 Earnout Shares 3,510,405 3,510,405 Unvested RSUs 7,225,194 660,448 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of cash and cash equivalents | The reconciliation of cash, cash equivalents and restricted cash reported within the applicable consolidated balance sheets that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows: December 31, 2022 2021 Cash and cash equivalents $ 30,630 $ 79,677 Restricted cash 139 142 $ 30,769 $ 79,819 |
Summary of useful lives of property plant and equipment | Depreciation is recognized using the straight-line method in amounts considered to be sufficient to allocate the cost of the assets to operations over the estimated useful lives or lease terms, as follows: Asset Category Depreciable Life Machinery and equipment 5 to 10 years Computers and IT equipment 3 to 10 years Furniture and fixtures 7 to 10 years Vehicles 10 years Leasehold improvements ** |
Schedule of earnings per share | A reconciliation of net (loss) income and net loss attributable to common stockholders and number of shares used in computing basic and diluted net (loss) income and net loss attributable to common stockholders per share is as follows: Year Ended December 31, 2022 2021 Basic and Diluted net (loss) income per share computation: Numerator for basic and diluted net loss per share: Net (loss) income $ (20,221) $ 1,756 Net loss attributable to common stockholders $ (20,221) $ (16,376) Denominator for basic and diluted net loss per share: Weighted average common shares - basic and diluted 52,998,563 41,040,637 Basic and diluted net (loss) income per share $ (0.38) $ 0.04 Basic and diluted net loss per share attributable to common stockholders $ (0.38) $ (0.40) |
Summary of common stock equivalents outstanding excluded from computation of diluted loss per share | The following table presents the outstanding shares of common stock equivalents that were excluded from the computation of the diluted net (loss) income per share attributable to common stock for the periods in which a net (loss) income is presented because their effect would have been anti-dilutive: Year Ended December 31, 2022 2021 Potentially dilutive securities: Common stock warrants 18,410,000 18,410,000 Earnout Shares 3,510,405 3,510,405 Unvested RSUs 7,225,194 660,448 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | The carrying value, excluding gross unrealized holding gains or losses and fair value as of December 31, 2022 were as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2022 Classified as Cash and cash equivalents U.S. Treasury Securities $ 19,864 $ 73 $ — $ 19,937 Classified as short-term investments U.S. Treasury Securities $ 9,816 $ 33 $ — $ 9,849 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of total consideration | The following table summarizes the total consideration for the 2022 acquisitions: Consideration Cash consideration $ 8,890 Holdback consideration 1,100 Earnout consideration 2,900 Total consideration $ 12,890 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of amount disaggregated by revenue | The following table presents our revenues disaggregated by revenue discipline: Year Ended December 31, 2022 2021 Major products and service lines: Direct sales $ 25,429 $ 25,554 Marketplace sales 5,932 7,772 Software 1,796 297 Total revenue $ 33,157 $ 33,623 Timing of revenue recognition: Products transferred at a point in time $ 5,932 $ 7,772 Products and services transferred over time 27,225 25,851 Total revenue $ 33,157 $ 33,623 |
Summary of deferred revenue activity | Deferred revenue activity for the years ended December 31, 2022 and 2021 was as follows: December 31, 2022 2021 Balance at beginning of year $ 921 $ 753 Deferred revenue recognized during year (33,157) (33,623) Additions to deferred revenue during year 33,208 33,791 Total deferred revenue $ 972 $ 921 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of components of inventory | Components of inventory consisted of the following: December 31, 2022 2021 Raw materials $ 849 $ 735 Work-in-process 209 28 Finished goods 249 164 Total $ 1,307 $ 927 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Prepaid operating expenses $ 3,231 $ 396 Prepaid insurance 401 2,338 Prepaid expenses 1,384 680 Security deposits 175 — VAT receivable 990 945 Other current assets 74 1 Total $ 6,255 $ 4,360 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment consisted of the following: December 31, 2022 2021 Machinery and equipment $ 10,450 $ 6,996 Computers and IT equipment 1,138 957 Furniture and fixtures 81 49 Leasehold improvements 2,429 2,482 Vehicles 42 — Assets to be placed in service 11,749 2,442 Property and equipment 25,889 12,926 Less: Accumulated depreciation (10,262) (8,538) Property and equipment, net $ 15,627 $ 4,388 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill as of December 31, 2022 and December 31, 2021 are as follows: Goodwill Balance at December 31, 2021 $ 1,835 Acquired goodwill 4,451 Balance at December 31, 2022 $ 6,286 |
Schedule of finite-lived intangible assets | Intangible assets consisted of the following as of December 31, 2022: Gross carrying amount Accumulated amortization Intangible assets, net Weighted average amortization period (in years) Customer relationships $ 3,086 $ (206) $ 2,880 10 Trade name 987 (66) 921 10 Acquired software platform 910 (61) 849 10 Customer lists 190 (42) 148 3 Noncompetition agreement 52 (17) 35 2 Favorable operating lease 699 (117) 582 4 Unfavorable operating lease (21) 4 (17) 4 Total $ 5,903 $ (505) $ 5,398 |
Schedule of finite-lived intangible assets, future amortization expense | The Company estimates the future aggregate amortization expense related to its intangible assets as of December 31, 2022 will be as follows: Amortization expense 2023 $ 757 2024 740 2025 689 2026 555 2027 498 Thereafter 2,159 Total $ 5,398 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Summary of accrued expenses and other liabilities | Accrued expenses consisted of the following: December 31, 2022 2021 Accrued compensation $ 1,504 $ 814 Earnout consideration 1,076 — Holdback payable 1,100 — Accrued selling expenses 487 522 Taxes payable 339 328 Accrued acquisition of property and equipment 225 — Other 1,219 981 Total $ 5,950 $ 2,645 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of right of use assets and lease liabilities for operating leases | Right of use assets and lease liabilities for operating leases were recorded in the consolidated balance sheets as follows: December 31, 2022 2021 Assets: Right-of-use assets, net $ 2,365 $ 842 Total lease assets $ 2,365 $ 842 Liabilities: Current liabilities: Operating lease liabilities, current $ 719 $ 639 Non-current liabilities: Operating lease liabilities, net of current portion 1,715 326 Total lease liability $ 2,434 $ 965 |
Summary of supplemental cash flow information related to the Company's leases | Supplemental cash flow information related to the Company’s leases was as follows: Years Ended December 31, 2022 2021 Operating cash flows from operating leases $ 1,049 $ 928 Lease liabilities arising from obtaining right-of-use assets $ 285 $ — |
Summary of future minimum lease payments required under operating leases | As of December 31, 2022, future minimum lease payments required under operating leases are as follows: 2023 $ 872 2024 846 2025 782 2026 237 Total minimum lease payments 2,737 Less effects of discounting (303) Present value of future minimum lease payments $ 2,434 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Public Warrants Outstanding | The following table provides a summary of the Public Warrants outstanding: Public Warrants Public Warrants prior to Merger 13,800,000 Transfers from private to public warrants during 2021 1,495,612 Balance as of December 31, 2021 15,295,612 Transfers from private to public warrants during 2022 3,114,388 Balance as of December 31, 2022 18,410,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of assumptions used to determine the fair value of the stock options | The assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2021 were as follows: Assumptions Strike price $ 0.17 Expected term (in years) 5.55 - 6.05 Expected volatility 57.09% - 57.81% Risk-free interest rate 0.50% - 0.57% Dividend yield — % |
Summary of stock option plan and the activity | The following table summarizes the Company’s stock option activity for the period presented: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 4,806,387 $ 0.63 6.57 Granted — — Forfeited (139,230) 0.60 Exercised (687,624) 0.50 Outstanding at December 31, 2022 3,979,533 $ 0.65 5.67 $ 376 Exercisable at December 31, 2022 3,885,059 $ 0.65 5.63 $ 365 |
Summary of restricted stock unit activity | The following table summarizes the Company’s restricted stock unit activity during the period presented: Restricted Stock Units Weighted Average Grant Fair Value per Share Aggregate Intrinsic Value Outstanding at January 1, 2022 660,448 $ 3.80 Granted 7,369,406 1.43 Forfeited (934,196) 1.71 Settled (131,542) 2.34 Outstanding at December 31, 2022 6,964,116 $ 1.51 $ 4,335 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2022 2021 Assets: Marketable securities - U.S. Treasury Securities 2 $ 29,680 $ — Liabilities: Warrant liabilities 3 $ — $ 2,274 Earnout liability 3 $ 1,076 $ — |
Schedule of key inputs | The significant unobservable inputs used in the Binomial Lattice Model to measure the warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 were as follows: Stock price on valuation date $ 3.71 Exercise price per share $ 11.50 Expected life 4.75 years Volatility 56.4 % Risk-free rate 1.2 % Dividend yield — % Fair value per warrant $ 0.73 |
Schedule of changes in the fair value of warrant and earnout liabilities | The following table provides a summary of changes in the Company's warrant liabilities that are classified as Level 3 financial instruments measured at fair value on a recurring basis: December 31, 2022 2021 Balance at beginning of year $ 2,274 $ — Additions pursuant to Merger — 11,865 Transfer of Private Warrants to Public Warrants (690) (1,485) Change in fair value (1,584) (8,106) Balance at end of year $ — $ 2,274 The following table provides a summary of the change in the balance of the earnout liability associated with the acquisition of Linear which is included within the other current liabilities within the balance sheet (See Note 4 for information on the acquisition of Linear): Earnout Liability Balance at December 31, 2021 $ — Recognition of Linear earnout liability 2,900 Change in fair value (1,824) Balance at December 31, 2022 $ 1,076 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | The provision for income taxes consists of the following: Year Ended December 31, 2022 2021 Income tax provision: Current Non-US $ 5 $ (71) Federal (1) — State — — Deferred Non-US — — Federal 23 — State 4 — Provision for income taxes $ 31 $ (71) |
Schedule of effective income tax rate reconciliation | A reconciliation of the income tax expense calculated using the applicable federal statutory rate to the Company’s actual income tax expense is as follows: December 31, 2022 2021 Federal statutory income tax rate 21.00 % 21.00 % State and local income taxes, net of federal benefit 3.48 % (9.65) % Nondeductible expenses (0.10) % 0.53 % Other (0.03) % — % Loan forgiveness — % (11.53) % Warrant liabilities 1.65 % (55.32) % Stock-based compensation (0.01) % (25.33) % Change in state tax rates 1.74 % 6.07 % Change in valuation allowance (26.83) % 73.68 % True-up adjustments (1.06) % (1.67) % Foreign rate differential (0.01) % 0.28 % (0.17) % (1.94) % |
Schedule of deferred tax assets | The tax effect of temporary differences that give rise to a significant portion of the deferred tax assets and tax liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Intangible assets and goodwill $ 15 $ — Sec. 174 research and development costs 2,159 — Accrued expense 112 64 Sec. 263(a) 17 17 Stock compensation 1,157 477 ASC 842 – Operating lease liabilities 565 29 Property and equipment 216 194 Net operating losses 27,036 24,291 Earnout consideration 261 Tax credits 893 893 Acquisition costs 90 — Other 251 6 Less: valuation allowance (32,196) (25,971) Total deferred tax assets 576 — Deferred tax liabilities: Intangible assets and goodwill $ (28) $ — Property equipment (25) — ASC 842 Right-of-use assets (550) — Total deferred tax liabilities (603) — Net deferred tax liabilities $ (27) $ — |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Thousands, part in Millions, customer in Millions | 12 Months Ended | ||
Sep. 29, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) part customer country technology materialsAndFinishes | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of utilization of additive technologies | technology | 12 | ||
Number of manufacturing parts delivered | part | 24 | ||
Number of customers | customer | 1 | ||
Number of countries | country | 180 | ||
Gross carrying amount | $ 5,903 | ||
Accumulated amortization | (505) | ||
Intangible assets, net | 5,398 | $ 0 | |
Customer lists | |||
Subsidiary, Sale of Stock [Line Items] | |||
Gross carrying amount | 190 | ||
Accumulated amortization | (42) | ||
Intangible assets, net | $ 148 | ||
Estimated Life | 3 years | ||
Minimum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of materials and finishes | materialsAndFinishes | 120 | ||
Shapeways Inc | Reverse Recapitalization | Pipe Investors | Subscription Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period new shares issued (in shares) | shares | 7,500,000 | ||
Purchase price per share (in dollars per share) | $ / shares | $ 10 | ||
Shared issued value | $ 75,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Oct. 22, 2019 $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2022 USD ($) segment shares | Dec. 31, 2021 USD ($) shares | Sep. 28, 2021 $ / shares | |
Financing Receivable, Impaired [Line Items] | |||||
Tangible asset impairment charges | $ | $ 0 | $ 0 | |||
Asset impairment charges | $ | $ 0 | $ 0 | |||
Common stock, shares issued (in shares) | 1 | 49,445,174 | 48,627,739 | ||
Research and development expense | $ | $ 10,409,000 | $ 6,281,000 | |||
Advertising expense | $ | $ 2,046,000 | $ 1,887,000 | |||
Percentage of largest benefit greater than likelihood of resolution for tax benefit measurement | 50% | ||||
Effective income tax reconciliation rate | (0.17%) | (1.94%) | |||
Weighted average shares included in computation of earning per share | 4,515,739 | 3,885,059 | |||
Number of operating segments | segment | 1 | ||||
Minimum | |||||
Financing Receivable, Impaired [Line Items] | |||||
Intangible asset useful life | 2 years | ||||
Lease terms | 4 years | ||||
Maximum | |||||
Financing Receivable, Impaired [Line Items] | |||||
Intangible asset useful life | 10 years | ||||
Lease terms | 10 years | ||||
Public Warrants | |||||
Financing Receivable, Impaired [Line Items] | |||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 11.50 | ||||
IPO | |||||
Financing Receivable, Impaired [Line Items] | |||||
Stock issued during period new shares issued (in shares) | 13,800,000 | ||||
Shares issued (in shares) | 1 | ||||
Purchase price per share (in dollars per share) | $ / shares | $ 10 | ||||
IPO | Private Warrants | |||||
Financing Receivable, Impaired [Line Items] | |||||
Warrants issued (in shares) | 1 | ||||
Private Placement | Private Warrants | |||||
Financing Receivable, Impaired [Line Items] | |||||
Stock issued during period new shares issued (in shares) | 4,110,000 | ||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 1 | ||||
Conversion of promissory note, warrants issued (in shares) | 500,000 | ||||
Public Warrants | Public Warrants | |||||
Financing Receivable, Impaired [Line Items] | |||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 11.50 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 30,630 | $ 79,677 |
Restricted cash | 139 | 142 |
Total | $ 30,769 | $ 79,819 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of useful lives of property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 5 years |
Computers and IT equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator for basic and diluted net loss per share: | |||
Net (loss) income | $ (20,221) | $ 1,756 | |
Net loss attributable to common stockholders | $ (20,221) | $ (16,376) | |
Denominator for basic and diluted net loss per share: | |||
Weighted average common shares - basic (in shares) | [1] | 52,998,563 | 41,040,637 |
Weighted average common shares - diluted (in shares) | [1] | 52,998,563 | 41,040,637 |
Basic net (loss) income per share (in dollars per share) | $ (0.38) | $ 0.04 | |
Diluted net (loss) income per share (in dollars per share) | (0.38) | 0.04 | |
Basic net loss per share attributable to common shareholders (in dollars per share) | (0.38) | (0.40) | |
Diluted net loss per share attributable to common shareholders (in dollars per share) | $ (0.38) | $ (0.40) | |
[1]Retroactively restated the common shares for 2021 due to the reverse recapitalization as described in Note 12. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of common stock equivalents outstanding were excluded from computation of diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 18,410,000 | 18,410,000 |
Earnout Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 3,510,405 | 3,510,405 |
Unvested RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 7,225,194 | 660,448 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Oct. 22, 2019 $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2022 USD ($) segment shares | Dec. 31, 2021 USD ($) shares | |
Financing Receivable, Impaired [Line Items] | ||||
Tangible asset impairment charges | $ | $ 0 | $ 0 | ||
Asset impairment charges | $ | $ 0 | $ 0 | ||
Common stock, shares issued (in shares) | 1 | 49,445,174 | 48,627,739 | |
Research and development expense | $ | $ 10,409,000 | $ 6,281,000 | ||
Advertising expense | $ | $ 2,046,000 | $ 1,887,000 | ||
Percentage of largest benefit greater than likelihood of resolution for tax benefit measurement | 50% | |||
Effective income tax reconciliation rate | (0.17%) | (1.94%) | ||
Weighted average shares included in computation of earning per share | 4,515,739 | 3,885,059 | ||
Number of operating segments | segment | 1 | |||
Minimum | ||||
Financing Receivable, Impaired [Line Items] | ||||
Intangible asset useful life | 2 years | |||
Lease terms | 4 years | |||
Maximum | ||||
Financing Receivable, Impaired [Line Items] | ||||
Intangible asset useful life | 10 years | |||
Lease terms | 10 years | |||
IPO | ||||
Financing Receivable, Impaired [Line Items] | ||||
Stock issued during period new shares issued (in shares) | 13,800,000 | |||
Shares issued (in shares) | 1 | |||
Purchase price per share (in dollars per share) | $ / shares | $ 10 | |||
IPO | Private Warrants | ||||
Financing Receivable, Impaired [Line Items] | ||||
Warrants issued (in shares) | 1 | |||
Private Placement | Private Warrants | ||||
Financing Receivable, Impaired [Line Items] | ||||
Stock issued during period new shares issued (in shares) | 4,110,000 | |||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 1 | |||
Conversion of promissory note, warrants issued (in shares) | 500,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of reconciliation of cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 30,630 | $ 79,677 |
Restricted cash | 139 | 142 |
Total | $ 30,769 | $ 79,819 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of useful lives of property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 5 years |
Computers and IT equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Depreciable life | 10 years |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator for basic and diluted net loss per share: | |||
Net (loss) income | $ (20,221) | $ 1,756 | |
Net loss attributable to common stockholders | $ (20,221) | $ (16,376) | |
Denominator for basic and diluted net loss per share: | |||
Weighted average common shares - basic (in shares) | [1] | 52,998,563 | 41,040,637 |
Weighted average common shares - diluted (in shares) | [1] | 52,998,563 | 41,040,637 |
Basic net (loss) income per share (in dollars per share) | $ (0.38) | $ 0.04 | |
Diluted net (loss) income per share (in dollars per share) | (0.38) | 0.04 | |
Basic net loss per share attributable to common shareholders (in dollars per share) | (0.38) | (0.40) | |
Diluted net loss per share attributable to common shareholders (in dollars per share) | $ (0.38) | $ (0.40) | |
[1]Retroactively restated the common shares for 2021 due to the reverse recapitalization as described in Note 12. |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Summary of common stock equivalents outstanding were excluded from computation of diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 18,410,000 | 18,410,000 |
Earnout Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 3,510,405 | 3,510,405 |
Unvested RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Antidilutive securities | 7,225,194 | 660,448 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | $ 9,816 | $ 0 |
U.S. Treasury Securities | Cash and Cash Equivalents | ||
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | 19,864 | |
Gross Unrealized Gains | 73 | |
Gross Unrealized Losses | 0 | |
Fair Value | 19,937 | |
U.S. Treasury Securities | Short-Term Investments | ||
Marketable Securities [Line Items] | ||
Amortized Cost and Carrying Value | 9,816 | |
Gross Unrealized Gains | 33 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 9,849 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 2 Months Ended | ||
May 31, 2022 USD ($) acquisition | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | |||
Earnout consideration | $ 1,076 | ||
Goodwill | 6,286 | $ 1,835 | |
2022 Acquisitions | |||
Asset Acquisition [Line Items] | |||
Number of acquisitions | acquisition | 3 | ||
Earnout consideration | $ 2,900 | $ 2,900 | |
Net assets acquired | 12,890 | ||
Intangible assets | 5,903 | ||
Goodwill | $ 4,451 |
Business Acquisitions - Conside
Business Acquisitions - Consideration (Details) - USD ($) $ in Thousands | 2 Months Ended | ||
May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Holdback consideration | $ 1,100 | $ 0 | |
Earnout consideration | 1,076 | ||
2022 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 8,890 | ||
Holdback consideration | 1,100 | ||
Earnout consideration | 2,900 | $ 2,900 | |
Total consideration | $ 12,890 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 33,157 | $ 33,623 |
Direct sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25,429 | 25,554 |
Marketplace sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,932 | 7,772 |
Software | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,796 | 297 |
Products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,932 | 7,772 |
Products and services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 27,225 | $ 25,851 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | |
Deferred Revenue [Roll Forward] | |||
Balance at beginning of year | $ 921 | $ 753 | |
Deferred revenue recognized during year | (33,157) | (33,623) | |
Additions to deferred revenue during year | 33,208 | 33,791 | |
Total deferred revenue | 972 | 921 | |
Deferred revenue recognized | 921 | ||
Accounts receivable | $ 1,606 | $ 1,372 | $ 185 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 849 | $ 735 |
Work-in-process | 209 | 28 |
Finished goods | 249 | 164 |
Total | $ 1,307 | $ 927 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid operating expenses | $ 3,231 | $ 396 |
Prepaid insurance | 401 | 2,338 |
Prepaid expenses | 1,384 | 680 |
Security deposits | 175 | 0 |
VAT receivable | 990 | 945 |
Other current assets | 74 | 1 |
Total | $ 6,255 | $ 4,360 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,889 | $ 12,926 |
Less: Accumulated depreciation | (10,262) | (8,538) |
Property and equipment, net | 15,627 | 4,388 |
Depreciation expense | 1,009 | 593 |
Depreciation charged to cost of revenue | 866 | 460 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,450 | 6,996 |
Computers and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,138 | 957 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 81 | 49 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,429 | 2,482 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 42 | 0 |
Assets to be placed in service | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,749 | $ 2,442 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Amortization expense | $ 505,000 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying value of goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 1,835 |
Acquired goodwill | 4,451 |
Goodwill, ending balance | $ 6,286 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Gross carrying amount | ||
Gross carrying amount | $ 5,903 | |
Accumulated amortization | (505) | |
Intangible assets, net | 5,398 | $ 0 |
Lease liabilities arising from obtaining right-of-use assets | 285 | $ 0 |
Customer relationships | ||
Gross carrying amount | ||
Gross carrying amount | 3,086 | |
Accumulated amortization | (206) | |
Intangible assets, net | $ 2,880 | |
Weighted average amortization period (in years) | 10 years | |
Trade name | ||
Gross carrying amount | ||
Gross carrying amount | $ 987 | |
Accumulated amortization | (66) | |
Intangible assets, net | $ 921 | |
Weighted average amortization period (in years) | 10 years | |
Acquired software platform | ||
Gross carrying amount | ||
Gross carrying amount | $ 910 | |
Accumulated amortization | (61) | |
Intangible assets, net | $ 849 | |
Weighted average amortization period (in years) | 10 years | |
Customer lists | ||
Gross carrying amount | ||
Gross carrying amount | $ 190 | |
Accumulated amortization | (42) | |
Intangible assets, net | $ 148 | |
Weighted average amortization period (in years) | 3 years | |
Noncompetition agreement | ||
Gross carrying amount | ||
Gross carrying amount | $ 52 | |
Accumulated amortization | (17) | |
Intangible assets, net | $ 35 | |
Weighted average amortization period (in years) | 2 years | |
Favorable operating lease | ||
Gross carrying amount | ||
Gross carrying amount | $ 699 | |
Accumulated amortization | (117) | |
Intangible assets, net | $ 582 | |
Weighted average amortization period (in years) | 4 years | |
Unfavorable operating lease | ||
Gross carrying amount | ||
Gross carrying amount | $ (21) | |
Accumulated amortization | 4 | |
Intangible assets, net | $ (17) | |
Weighted average amortization period (in years) | 4 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 757 | |
2024 | 740 | |
2025 | 689 | |
2026 | 555 | |
2027 | 498 | |
Thereafter | 2,159 | |
Intangible assets, net | $ 5,398 | $ 0 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation | $ 1,504,000 | $ 814,000 |
Earnout consideration | 1,076,000 | 0 |
Holdback consideration | 1,100,000 | 0 |
Accrued selling expenses | 487,000 | 522,000 |
Taxes payable | 339,000 | 328,000 |
Accrued acquisition of property and equipment | 225,000 | 0 |
Other | 1,219,000 | 981,000 |
Total | $ 5,950,000 | $ 2,645,000 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of leases of facilities located in the United States and the Netherlands | lease | 5 | |
Number of leases of office equipment, under operating leases | lease | 1 | |
Operating lease cost | $ | $ 1,000,000 | $ 839,000 |
Sublease income | $ | $ 255,000 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Right of use assets and lease liabilities for operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Right-of-use assets, net | $ 2,365 | $ 842 |
Total lease assets | 2,365 | 842 |
Liabilities: | ||
Operating lease liabilities, current | 719 | 639 |
Operating lease liabilities, net of current portion | 1,715 | 326 |
Total lease liability | $ 2,434 | $ 965 |
Commitments and Contingencies_3
Commitments and Contingencies - Weighted-average (Details) | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term for operating leases | 3 years 21 days |
Weighted-average incremental borrowing rate | 7.07% |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental cash flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 1,049 | $ 928 |
Lease liabilities arising from obtaining right-of-use assets | $ 285 | $ 0 |
Commitments and Contingencies_5
Commitments and Contingencies - Future minimum lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 872 | |
2024 | 846 | |
2025 | 782 | |
2026 | 237 | |
Total minimum lease payments | 2,737 | |
Less effects of discounting | (303) | |
Present value of future minimum lease payments | $ 2,434 | $ 965 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended | ||||||||||
Sep. 29, 2021 shares | Sep. 28, 2021 $ / shares shares | May 10, 2021 $ / shares shares | Jun. 30, 2017 $ / shares shares | Apr. 22, 2015 $ / shares shares | Feb. 03, 2014 $ / shares shares | Dec. 18, 2013 $ / shares shares | Mar. 08, 2013 $ / shares shares | Dec. 31, 2022 vote Day $ / shares shares | Dec. 31, 2021 $ / shares shares | Oct. 22, 2019 shares | |
Class of Stock [Line Items] | |||||||||||
Recapitalization conversion ratio | 0.8293 | ||||||||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, voting rights | vote | 1 | ||||||||||
Common stock, shares issued (in shares) | 49,445,174 | 48,627,739 | 1 | ||||||||
Common stock, shares outstanding (in shares) | 49,445,174 | 48,627,739 | |||||||||
Preferred stock converted in to aggregate number of shares of common stock | 22,579,695 | ||||||||||
Conversion ratio | 1 | ||||||||||
Warrants expiry term | 5 years | ||||||||||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Redemption notice period | 30 days | ||||||||||
Redemption share price basis | $ / shares | $ 18 | ||||||||||
Redemption share price basis number of days | Day | 20 | ||||||||||
Redemption, registration statement to be maintained | Day | 30 | ||||||||||
Public Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 11.50 | ||||||||||
Warrant outstanding | 13,800,000 | 18,410,000 | 15,295,612 | ||||||||
Number of shares purchased | 1 | ||||||||||
Warrants exercisable period | 30 days | ||||||||||
Prior to Merger | Public Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant outstanding | 13,800,000 | ||||||||||
Legacy Shapeways Common Stock Warrants | Legacy Shapeways Series B-1 Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants exercised for number of shares of preferred stock | 23,125 | ||||||||||
Legacy Shapeways Common Stock Warrants | Executing a Loan Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of stock and warrants (in shares) | 248,000 | 40,000 | |||||||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 1.25 | $ 1.25 | |||||||||
Expiration period of warrants from the original issuance date | 7 years | ||||||||||
Expiration period of warrants from the effective date of an initial public offering | 5 years | ||||||||||
Legacy Shapeways Common Stock Warrants | Amended Loan Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of stock and warrants (in shares) | 13,750 | ||||||||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 1.70 | ||||||||||
Legacy Shapeways Common Stock Warrants | Prior to the Business Combination | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding (in shares) | 212,234 | ||||||||||
Outstanding warrants exercised in aggregate of shares of common stock | 255,917 | ||||||||||
Legacy Shapeways Preferred Stock Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price of warrants or rights (dollars per share) | $ / shares | $ 2.5946 | $ 5.2584 | $ 2.5946 | ||||||||
Warrants exercisable period from the date of grant | 10 years | 10 years | |||||||||
Number of warrants exercised (in shares) | 57,051 | ||||||||||
Warrants exercised for number of shares of common stock | 107,580 | ||||||||||
Legacy Shapeways Preferred Stock Warrants | Legacy Shapeways Series B-1 Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of stock and warrants (in shares) | 23,125 | 23,125 | |||||||||
Legacy Shapeways Preferred Stock Warrants | Legacy Shapeways Series D Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase of stock and warrants (in shares) | 57,051 |
Stockholders' Equity - Public w
Stockholders' Equity - Public warrant outstanding (Details) - Public Warrants - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Increase (Decrease) in Class of Warrant Or Right [Roll Forward] | ||
Beginning balance (in shares) | 15,295,612 | 18,410,000 |
Transfers from private to public warrants (in shares) | 1,495,612 | 3,114,388 |
Ending balance (in shares) | 13,800,000 | 15,295,612 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Average exercise price per share | $ 0.65 | ||
Number of shares awarded | 0 | ||
Options exercised in period, intrinsic value | $ 740 | $ 9,450 | |
Unvested RSUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation expense expected to be recognized over the weighted average period | 3 years 3 months 7 days | ||
Total fair value, RSUs | $ 2,121 | $ 1,610 | |
Unrecognized compensation expense relating to RSUs | $ 9,076 | ||
Employee Stock | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of shares remain available for issuance | 1,381,998 | ||
Shares issued in period (in shares) | 0 | ||
2010 Stock Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 16,942,546 | ||
Percentage of exchange ratio used to determine the number of restricted stock units granted as right to receive | 10% | ||
Aggregate number of options to purchase | 4,901,207 | ||
Average exercise price per share | $ 0.62 | ||
2010 Stock Plan | Legacy Shapeways Stock Option | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of recapitalization conversion ratio for conversion in to common stock | 90% | ||
Percentage of recapitalization conversion ratio as divider for determining exercise price | 90% | ||
2021 Equity Incentive Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 10,052,787 | ||
Total number of shares issued and outstanding, percent | 5% | ||
Number of shares remain available for issuance | 4,339,724 | ||
Weighted-average grant-date fair value per stock option granted (in dollars per share) | $ 0.17 | ||
Unrecognized compensation expense | $ 33 | ||
Unrecognized compensation expense expected to be recognized over the weighted average period | 11 months 23 days | ||
2022 Equity Incentive Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Maximum number of shares authorized for issuance | 5,000,000 | ||
Number of shares remain available for issuance | 3,207,043 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value of stock-based compensation (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Strike price (in dollars per share) | $ 0.17 |
Expected volatility, minimum | 57.09% |
Expected volatility, maximum | 57.81% |
Risk-free interest rate, minimum | 0.50% |
Risk-free interest rate , maximum | 0.57% |
Dividend yield | 0% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 18 days |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months 18 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Underlying Options | ||
Granted (in shares) | 0 | |
Forfeited (in shares) | (139,230) | |
Exercised (in shares) | (687,624) | |
Outstanding at ending (in shares) | 3,979,533 | |
Exercisable at end (in shares) | 3,885,059 | |
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 0 | |
Forfeited (in dollars per share) | 0.60 | |
Exercised (in dollars per share) | 0.50 | |
Outstanding at ending (in dollars per share) | 0.65 | |
Exercisable (in dollars per share) | $ 0.65 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding (in years) | 5 years 8 months 1 day | 6 years 6 months 25 days |
Exercisable (in years) | 5 years 7 months 17 days | |
Outstanding, intrinsic value | $ 376 | |
Exercisable, intrinsic value | $ 365 | |
Cumulative Effect Adjusted | ||
Shares Underlying Options | ||
Outstanding at beginning (in shares) | 4,806,387 | |
Outstanding at ending (in shares) | 4,806,387 | |
Weighted Average Exercise Price | ||
Outstanding at beginning (in dollars per share) | $ 0.63 | |
Outstanding at ending (in dollars per share) | $ 0.63 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs (Details) - Unvested RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Beginning balance, Outstanding (in shares) | 660,448 | |
Granted (in shares) | 7,369,406 | |
Forfeited (in shares) | (934,196) | |
Settled (in shares) | (131,542) | |
Ending balance, Outstanding (in shares) | 6,964,116 | |
Weighted Average Grant Fair Value per Share | ||
Beginning balance, Outstanding (in dollars per share) | $ 1.51 | $ 3.80 |
Granted (in dollars per share) | 1.43 | |
Forfeited (in dollars per share) | 1.71 | |
Settled (in dollars per share) | 2.34 | |
Ending balance, Outstanding (in dollars per share) | $ 1.51 | |
Outstanding, Aggregate Intrinsic Value | $ 4,335 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Earnout consideration | $ 1,076 | |
Level 3 | Recurring | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Earnout consideration | 1,076 | $ 0 |
Level 2 | Recurring | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Marketable securities | 29,680 | 0 |
Warrant Liability | Level 3 | Recurring | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Warrant liabilities | $ 0 | $ 2,274 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 28, 2021 | |
Schedule of Held-to-maturity Securities [Line Items] | ||||
Share price (in dollars per share) | $ 0.17 | |||
Change in fair value of warrant liabilities | $ 1,584 | $ 8,106 | ||
Change in fair value of earnout liabilities | $ 1,824 | $ 0 | ||
Common stock, shares outstanding (in shares) | 49,445,174 | 48,627,739 | ||
Trading days period | 3 years | |||
Trading Price One | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Percentage released at targets | 50% | |||
Trading Price Two | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Percentage released at targets | 50% | |||
Earnout Shares | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Common stock, shares outstanding (in shares) | 3,510,405 | |||
Number of consecutive trading days to determine the trading price per share | 30 days | |||
Estimated fair value of the shares recognized as a deemed dividend | $ 18,132 | |||
Earnout Shares | Trading Price One | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Volume weighted average trading price of common stock (in dollars per share) | $ 14 | |||
Earnout Shares | Trading Price Two | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Volume weighted average trading price of common stock (in dollars per share) | 16 | |||
Convertible Note | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Debt conversion convertible instrument amount | $ 500 | |||
Nonrecurring | Earnout Shares | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Fair value of shares estimated based on trading price of common stock | $ 7.70 | |||
Sponsor Warrants | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Share price (in dollars per share) | $ 1 | |||
Sponsor Warrants | Convertible Note | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Debt conversion converted instrument warrants issued (in shares) | 500,000 | |||
Private Warrants | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Warrant outstanding | 0 | 3,114,388 | 4,110,000 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial measurement (Details) - Private Placement Warrants - Level 3 | Dec. 31, 2021 $ / shares yr |
Stock price on valuation date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 3.71 |
Exercise price per share | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 11.50 |
Expected life | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | yr | 4.75 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.564 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.012 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0 |
Fair value per warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.73 |
Fair Value Measurements - Subse
Fair Value Measurements - Subsequent measurement (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance at beginning of period | $ 2,274 | $ 0 |
Additions pursuant to Merger | 0 | 11,865 |
Transfer of Private Warrants to Public Warrants | (690) | (1,485) |
Change in fair value | (1,584) | (8,106) |
Balance at end of period | 0 | 2,274 |
Earnout liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance at beginning of period | 0 | |
Recognition of Linear earnout liability | 2,900 | |
Change in fair value | (1,824) | |
Balance at end of period | $ 1,076 | $ 0 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Non-US | $ 5 | $ (71) |
Federal | (1) | 0 |
State | 0 | 0 |
Deferred | ||
Non-US | 0 | 0 |
Federal | 23 | 0 |
State | 4 | 0 |
Provision for income taxes | $ 31 | $ (71) |
Income Taxes - Effective income
Income Taxes - Effective income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
State and local income taxes, net of federal benefit | 3.48% | (9.65%) |
Nondeductible expenses | (0.10%) | 0.53% |
Other | (0.03%) | 0% |
Loan forgiveness | 0% | (11.53%) |
Warrant liabilities | 1.65% | (55.32%) |
Stock-based compensation | (0.01%) | (25.33%) |
Change in state tax rates | 1.74% | 6.07% |
Change in valuation allowance | (26.83%) | 73.68% |
True-up adjustments | (1.06%) | (1.67%) |
Foreign rate differential | (0.01%) | 0.28% |
Effective income tax reconciliation rate | (0.17%) | (1.94%) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Intangible assets and goodwill | $ 15 | $ 0 |
Sec. 174 research and development costs | 2,159 | 0 |
Accrued expense | 112 | 64 |
Sec. 263(a) | 17 | 17 |
Stock compensation | 1,157 | 477 |
ASC 842 – Operating lease liabilities | 565 | 29 |
Property and equipment | 216 | 194 |
Net operating losses | 27,036 | 24,291 |
Earnout consideration | 261 | |
Tax credits | 893 | 893 |
Acquisition costs | 90 | 0 |
Other | 251 | 6 |
Less: valuation allowance | (32,196) | (25,971) |
Total deferred tax assets | 576 | 0 |
Deferred tax liabilities: | ||
Intangible assets and goodwill | (28) | 0 |
Property equipment | (25) | 0 |
ASC 842 Right-of-use assets | (550) | 0 |
Total deferred tax liabilities | (603) | 0 |
Net deferred tax liabilities | $ (27) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance increase amount | $ (6,225) | |
Valuation allowance | 32,196 | $ 25,971 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | 110,791 | |
Operating loss carryfoward, subject to expiration | 71,122 | |
Operating loss carryfoward, carried forward indefinitely | 39,669 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 115,099 |
Significant Concentrations (Det
Significant Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplier Concentration Risk | Accounts Payable | Vendor One | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 18% |
Supplier Concentration Risk | Accounts Payable | Vendor Two | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11% | |
Customer One | Customer Concentration Risk | Revenue Benchmark | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20% | 23% |
Customer One | Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17% | 32% |
Customer Two | Customer Concentration Risk | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16% | 25% |